Weir Group PLC Pricing of Sustainability-Linked Notes (8488X)
May 07 2021 - 01:00AM
UK Regulatory
TIDMWEIR
RNS Number : 8488X
Weir Group PLC
07 May 2021
The Weir Group PLC
7 May 2021
Announcement of pricing of US$800 million Sustainability-Linked
Notes
The Weir Group PLC ("Weir") today announces that it has priced
the offering (the "Offering") of US$800 million aggregate principal
amount of 2.20% Sustainability-Linked Notes due 13 May 2026 (the
"Notes").
John Heasley, Chief Financial Officer, said :
"We are delighted with the positive response to the Group's
first syndicated bond offering in our 150-year history. The
proceeds will be used to repay existing debt maturing in 2022 and
2023, and for other general corporate purposes. In addition to
strengthening our balance sheet further, the structuring of the
offering as Sustainability-Linked Notes also reaffirms our
commitment to reducing our environmental impact, including
delivering a 30% reduction in emissions by 2024(1) ."
The Notes will initially bear interest at a rate of 2.20% per
annum to be paid semi-annually on 13 May and 13 November. The
interest on the Notes will be linked to achievement of Weir's 2024
Sustainability Performance Target ("SPT") to reduce Scope 1 &
Scope 2 emissions by 30%. The interest rate applicable to the Notes
will increase by 0.25% to 2.45% per annum from and including the
last interest payment date preceding 31 December 2024 if the Group
does not attain its SPT.
The Offering is expected to close and the Notes are expected to
be issued on or about 13 May 2021, subject to customary conditions
precedent for similar transactions.
Application has been made for the Notes to be admitted to the
Official List of Euronext Dublin and to trading on the Global
Exchange Market of Euronext Dublin.
1. Under the terms of the Notes, if, at least 30 days prior to
the first interest payment date following 31 December 2024, Weir
does not (i) satisfy the SPT, (ii) receive an assurance letter from
an external verifier stating that the SPT has been attained (the
"Assurance Letter") or (iii) provide a link to its website where
the Assurance Letter is published, the interest rate on the Notes
will increase by 0.25% to 2.45% per annum beginning from and
including the last interest payment date preceding 31 December
2024.
IMPORTANT INFORMATION
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about and to
observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement does not constitute an offer or an invitation
to subscribe or purchase any Notes. The Notes have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or any securities laws of any other
jurisdiction. Accordingly, the Notes are being offered and sold in
the United States only to qualified institutional buyers ("QIBs")
in accordance with Rule 144A under the Securities Act ("Rule 144A")
and outside the United States to certain non-U.S. persons in
accordance with Regulation S under the Securities Act ("Regulation
S").
This announcement is for distribution only to persons who are
(i) outside the United Kingdom (ii) have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Financial Promotion Order"), (iii) are
persons falling within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Financial
Promotion Order or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 (the
"FSMA")) in connection with the issue or sale of any Notes may
otherwise lawfully be communicated or caused to be communicated
pursuant to the Financial Promotion Order (all such persons
together being referred to as "relevant persons"). This
announcement is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this announcement
relates is available only to relevant persons and will be engaged
in only with relevant persons.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning
of Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the Notes or otherwise making them
available to retail investors in the EEA. has been prepared and
therefore offering or selling Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the EUWA; or (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part
of domestic law by virtue of the EUWA (the "U.K. PRIIPs
Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the U.K. has been prepared
and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the U.K. may be unlawful
under the U.K. PRIIPs Regulation.
Statements herein may be "forward-looking statements" within the
meaning of applicable securities laws and regulations. These views
are based on a number of assumptions and are subject to various
known and unknown risks, uncertainties and other facts, which in
some cases are beyond our control. Such forward-looking statements
are not guarantees of future performance and no assurance can be
given that any future events will occur, that projections will be
achieved or that Weir's assumptions will prove to be correct.
Enquiries:
Investors: Stephen Christie +44 (0) 141 308 3707
Media: Raymond Buchanan +44 (0) 141 308 3781
Citigate Dewe Rogerson: Chris +44 (0) 207 638 9571
Barrie / Kevin Smith Weir@citigatedewerogerson.com
-------------------------------
About The Weir Group PLC
Founded in 1871, The Weir Group PLC is one of the world's
leading engineering businesses with a purpose to make its mining
and infrastructure customers' operations more sustainable and
efficient. Weir's highly engineered technology enables critical
resources to be produced using less energy, water and waste while
reducing customers' total cost of ownership. The Group is ideally
positioned to benefit from structural trends that support long-term
demand for its technology including the need for more essential
metals to support economic development and carbon transition. The
Group has c.11,000 employees operating in over 60 countries with a
presence in every major mining region of the world.
Weir's ordinary shares trade on the London Stock Exchange
(ticker: WEIR LN) and its American Depositary Receipts trade
over-the-counter in the USA (ticker: WEGRY).
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